ENGlobal Corporation: 8K - Letters of Credit Filing

http://www.sec.gov/Archives/edgar/data/933738/000117184313002557/f8k_062013.htm


Item 8.01     Other Events


As previously reported, the Registrant’s lenders issued approximately $12.8 million in letters of credit to a client in July 2011 on the Company’s behalf to support its performance on an international Automation project (“Performance Letters of Credit”).  These Performance Letters of Credit were issued outside of the Registrant’s working capital facility with its current senior lender.


On June 17, 2013, its Performance Letters of Credit were allowed to expire.  The Registrant has proposed an alternative option to modify terms of future retention amounts to replace the Performance Letters of Credit, which is currently under consideration.


As a result, the Registrant expects its project-specific credit agreement will be terminated and approximately $7.1 million in collateral will be released to its senior lender.

Editor's Note: These Performance Letters of Credit were for the Caspian Sea Project. 

ENGlobal Corporation: 4Q and 1Q Comments

Rev. 1.1

The news has recently been quiet for ENGlobal and most everyone has been wondering what will happen next? The last credit facility expired on 30 April and we have had no news on that either. I would think some processes have already started and an event is waiting to happen.

Let’s review some of the last financial reports. For the 4Q and FY 2012 ENGlobal reported a loss from continuing operations of ($1.12). However, that wasn’t the end of the story. When you read the SEC filing the NET loss was ($1.25). An additional loss of (.13) came in from Discontinued Operations; this was a bullet point that didn’t make lead headlines.

This additional loss does not look unusual until you compare it to 1Q 2013. ENGlobal reported a profit of $.07/share. This number looked great until you see that they also reported a loss of $.04/share from Continuing Operations. Losing from Continuing Operations is bad and you are not going to get out of the hole performing like that.

In turn, this begs the question, why the profit in 1Q and what offset the loss from continuing operations? Looking into the SEC filing the answer was again Discontinued Operations (DO) but this time with a profit! So… why a loss from DO in 4Q 2012 and profit from DO in 1Q 2013? Should not the two DOs have occurred together and leveled at a ($.02) in 4Q? Those are good questions. CFO’s do have some flexibility and that is all that I can comment on as to why it happened, but one would have to think by the time they issued 4Q 2012 results they would also have known the profitable impact from the sale of DO.  Subsequently, where is the transparency and full-disclosure?  Must be a GAAP thing!

The salient issue, however, is the ongoing loss from continuing operations. This is a Black and Red issue that PNC or investment backers will not tolerate. Many months ago I proposed that ENG may be sold. Recently we saw a spike up in the stock. I think this may be an indicator of something happening. Be wise that this does not necessarily mean a sale or an associated price, however, a calculated possibility. There could be a myriad of possibilities including a stock swap. Did anyone notice that there has been no announcement of an Annual Meeting or the associated SEC filings? Logic would dictate not to expend money and energy on a moot scenario. Nevertheless, ENGlobal cannot continue to operate at loss.

Good luck to everyone.

ENGlobal Corporation: Recognized with Safety Awards

Houston, Texas, May 23, 2013 (GLOBE NEWSWIRE) -- ENGlobal (NASDAQ: ENG), a leading provider of energy-related engineering and automation services, announced today that it was awarded the following safety performance awards:

1.      "2012 Best of the Best Level of Achievement for Safety Excellence" at the 26th Annual Houston Business Roundtable (HBR) awards banquet held on May 17, 2013 in Galveston, Texas.  ENGlobal was nominated by a client for its OSHA Voluntary Protection Program (VPP) performance at the facility. In addition, the event recognized many client owners that support this prestigious annual event.

2.      At the 3rd Annual 2012 Contractor Safety Forum on May 2, 2013 in The Woodlands, Texas, ENGlobal was awarded a "Safety Excellence Award," which recognizes contractor companies that have achieved outstanding safety performance.

3.      Finally, ENGlobal received the "2012 Star of Excellence" Award, which was presented during the 2013 Voluntary Protection Program (VPP) Conference in San Antonio, Texas on May 8, 2013.  The "Stars Program" level is awarded to worksites if certain safety metrics are at least 90 percent below the Bureau of Labor Statistics national industry averages.

"We are extremely pleased to receive these awards, which recognize ENGlobal for delivering exemplary safety performance within our onsite and offsite locations," said William A. Coskey, P.E., ENGlobal's President and Chief Executive Officer.  "Our Health, Safety, and Environmental (HSE) department continues to prioritize health and safety in the workplace as well as at home.  I would like to recognize our employees company-wide for their hard work and congratulate each of them on winning these awards."

Editor's note: ENGlobal always did have a great safety record.

ENGlobal Corporation: 1Q 2013 Report

ENGlobal Reports First Quarter 2013 Results

HOUSTON, May 14, 2013 (GLOBE NEWSWIRE) -- ENGlobal (Nasdaq:ENG), a leading provider of energy-related engineering and automation services, announced today its financial results for the first quarter ended March 30, 2013.

First Quarter 2013 Highlights Compared to First Quarter 2012:

$0.07 earnings per share, an increase from a loss per share of $0.01
Revenue of $49.8 million, a decrease of 15.9%
Gross profit margin as a percentage of revenue of 11.7%, an increase from 11.1%
Corporate SG&A decreased from $4.0 million to $3.4 million
ENGlobal reported net income of approximately $1.9 million, or $0.07 per share, and a net loss from continuing operations of approximately $1.0 million, or $0.04 per share for the quarter ended March 30, 2013.  This compares to a net loss of approximately $0.1 million, or $0.01 per share, and a net loss from continuing operations of approximately $0.9 million, or $0.03 per share, for the quarter ended March 31, 2012. First quarter 2013 revenues decreased to $49.8 million, 15.9% lower than the $59.2 million for the first quarter of fiscal year 2012, primarily due to lower engineering, procurement and construction (EPC) project revenues in the Engineering and Construction segment and the conclusion of several projects in the fabrication division of the Automation segment in 2012.

Although the Company's borrowings under our credit facility have been reduced, interest expense, fees, and consulting services associated with the credit facility were approximately $520,000 higher during the first quarter of 2013 when compared to the first quarter of 2012.

Management's Assessment

"We are pleased to see the anticipated financial impact of the strategic divesture of the land and inspection divisions in late 2012," said William A. Coskey, P.E., ENGlobal's Chairman and Chief Executive Officer. "We continue to evaluate alternatives for improving our financial condition and further paying down debt. Operationally, we are making good progress on increasing profit margins under both new and existing master service agreements.  It is important to note that we have been successful in landing several significant contracts from new clients in various geographical regions as well negotiating contract extensions from a number of long-term clients, which indicates the viability of our business development efforts."

Mark A. Hess, ENGlobal's Chief Financial Officer, added, "We have been focused on our core engineering and automation businesses since the first of the year, greatly reducing exposure to EPC projects. As of March 30, 2013, project backlog was approximately $205 million, which was roughly unchanged from December 29, 2012. During the first quarter, we produced cash from operations that was used to pay down our credit facility."

The Company's gross profit margin as a percentage of revenue increased to 11.7% in the three months ended March 30, 2013 as compared to 11.1% for the three months ended March 31, 2012. The primary reason for this increase is reduced variable costs and improved efficiencies in the

Automation segment.

Overall, selling, general and administrative ("SG&A") expenses decreased $0.9 million, or 12.8%, from $7.1 million in the three months ended March 31, 2012 to $6.2 million for the three months ended March 30, 2013. As a percentage of revenue, SG&A increased to 12.6% for the three months ended March 30, 2013, from 12.0% for the comparable period in 2012.

The amount outstanding on the credit facility was $20.2 million at March 30, 2013, $26.8 million at December 29, 2012, and $19.4 million at May 13, 2013.  As previously announced, the Company entered into the Second Amendment to Revolving Credit and Security Agreement, Waiver and Forbearance Extension on December 18, 2012. Under the terms of the Amendment, the maximum revolving amount was reduced from $35.0 million beginning on February 1, 2013 as follows: $31.5 million for the period from February 1, 2013 through and including April 29, 2013, and $26.5 million for the period from April 30, 2013 through and including the last day of the term, which is presently May 29, 2015.

The Company is currently in default under the terms of the credit facility with its senior lender and the Second Amendment to the Forbearance Agreement expired on April 30, 2013. However, the lender has not taken any action with respect to the Company's defaults and the Company continues to actively discuss with the lender the terms under which such defaults may be cured or waived.

By following the link you can get the table illustrates the composition of the Company's revenue and profitability for the three months ended March 30, 2013 and March 31, 2012, respectively:

http://www.englobal.com/profiles/investor/ResLibraryView.asp?ResLibraryID=62684&BzID=702&Nav=0&LangID=1&s=0&Category=64

ENGlobal Corporation: Fourth Quarter and Fiscal Year 2012 Results

HOUSTON, April 15, 2013 (GLOBE NEWSWIRE) -- ENGlobal (Nasdaq:ENG), a leading provider of energy-related engineering and automation services, today announced its financial results for the fourth quarter and fiscal year ended December 29, 2012.

Fiscal Year 2012

Revenues for the year ended December 29, 2012 were $227.9 million, a decrease of approximately 4% from the $237.6 million posted for the year ended December 31, 2011. Excluding certain non-cash charges, such as the impairment of goodwill and the write-off of a deferred tax asset, ENGlobal reported a net loss from continuing operations of $8.7 million, or $(0.32) per diluted share for fiscal year 2012, compared to a net loss of $4.4 million from continuing operations, or $(0.16) per diluted share for fiscal year 2011.

Fourth Quarter 2012

Revenues in the fourth quarter of 2012 were approximately $52.1 million, a decrease of 30% from $74.6 million from the prior year period. ENGlobal reported a net loss of $2.5 million from continuing operations, or $(0.09) per diluted share, for the quarter ended December 29, 2012, compared to a net loss of $2.6 million, or $(0.10) per diluted share for the quarter ended December 31, 2011.

Management's Assessment

William A. Coskey, P.E., ENGlobal's Chairman and Chief Executive Officer, stated: "ENGlobal's turnaround plan essentially began in the fourth quarter of last year. While the Company experienced a difficult 2012 and continues to face a number of challenges, we are cautiously optimistic about our operations resulting from measures that were implemented in the last six months. During this time, the Company sold two non-strategic businesses, discontinued another, and we are now focused on our core operational segments."

Mark A. Hess, ENGlobal's Chief Financial Officer, added: "We are also operating more efficiently and seeing significant margin improvement from our continuing operations. The latter of which is primarily due to ENGlobal's ongoing efforts to significantly reduce overruns on its projects and to improve commercial terms on its contracts. We remain dedicated to reducing our dependence on our working capital credit facility. As a result of the implementation of the above initiatives and the sale of our Field Solutions divisions, we have reduced the level of borrowings under our working capital credit facility to $26.8 million at the end of 2012 and we are currently borrowing significantly below that level."

Mr. Coskey concluded, "As a result of our combined efforts, steady financial improvement, and increasing backlog, our management team can be proud to have outperformed the Company's financial turnaround plan for each month since its inception."

The following table illustrates the composition of the Company's revenue for the fiscal years ended December 29, 2012 and December 31, 2011: Click Here

ENGlobal Corporation: 8K - Notice of Delisting

http://www.sec.gov/Archives/edgar/data/933738/000117184313001282/f8k_040813.htm

Item 3.01        

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 4, 2013, ENGlobal Corporation (the “Company”) received a notification letter (the “Notice”) from The NASDAQ Stock Market LLC’s Listing Qualifications Department (“NASDAQ”) advising the Company that it had not regained compliance with Listing Rule 5450(a)(1), the continued listing requirement to maintain the $1.00 per share minimum bid price, and that, accordingly, its common stock is now subject to delisting from The NASDAQ Global Market.

In accordance with Listing Rule 5810(c)(3)(A), the Company may be eligible for a second 180 calendar day grace period if it applies to transfer its common stock to The NASDAQ Capital Market by April 11, 2013.  To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.  The Notice also states that the Company may request an appeal of the determination to delist via a hearing.

Unless the Company has submitted an application to transfer its common stock to The NASDAQ Capital Market or requests an appeal of the determination to delist the Company’s common stock, the Company’s common stock will be scheduled for delisting at the opening of business on April 15, 2013, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The NASDAQ Stock Market. If the Company files the hearing request before 4:00 p.m. Eastern Time on April 11, 2013, the suspension of the Company’s common stock and the filing of the Form 25-NSE will be stayed pending a Listing Qualification Panel’s decision.

The Company will consider available options to resolve the noncompliance with the minimum bid price requirement. In the meantime, the Company intends to apply to have its listing transferred to The NASDAQ Capital Market by April 11, 2013.  No other determination regarding the Company’s response has been made at this time.  There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other NASDAQ listing criteria.

ENGlobal Corporation: One Year Later

Rev. 1.1

It was just a year ago on 1 April I revived and renamed the Engineering Blog. A few of you guessed that the date renewed on was no coincidence. Let’s examine where has ENGlobal gone in the last year? I thought the then presiding CEO was ineffective. Despite the long time it took for others to see the problem the CEO “resigned” and his fruitless management finally ended, albeit with severe damage. Just look at the financial results of the last year Q4 2012 – (.15), Q1 2013 – (.01), Q2 2013 – (.37), & Q3 2013 – (.83). It looks like some pretty nasty situations were uncovered after he left and had to be accounted for.

What will the financial results be in Q4 & FY 2013? I do not think it will be good news. Notice that this report did not come out in March as usual before last year. You may recall last year was delayed also. This FY report is delayed and to the extent that a NT 10-K had to be filed. ENG usually delays when the news is bad and/or when news can be bundled for a better street reaction.

NT 10-K

From the filing: “The Registrant has limited staffing and extremely limited resources. Accordingly, the Company will be unable to file its Annual Report on Form 10-K for the year ended December 29, 2012 within the prescribed period. We believe that the subject annual report will be available for
filing on or before Monday, April 15, 2013.” Does this sound good to you?

http://www.sec.gov/Archives/edgar/data/933738/000117184313001182/nt10k_032813.htm

There is more bad news within. Look at note (3) question: “Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No”
And, then the Explanation:  The Registrant’s results of operations for the year ended December 29, 2012 will differ materially from the same period in 2011.  For fiscal year 2012, the Registrant expects to report a net loss from continuing operations of $30.1 million and loss per share from continuing operations of $1.13 compared to net loss from continuing operations of $4.4 million and loss per share from continuing operations of $0.16 in fiscal year 2011. In addition, due to the Registrant’s losses from operations and defaults under its debt covenants, the Registrant’s auditors have informed us that their opinion will include a going concern qualification.

I added the underlining but the bad news is clear. A FY 2012 loss from continuing operations of $1.13 per share and a decrease of .97 cents over last year’s loss is phenomenal. This is the severe damage I spoke of earlier. Please note that this is comparing Continuing Operations. ENGlobal’s loss form continuing operations was (.16) in FY 2011, however, their Net Loss was (.27)! In comparing apples to apples the Net Loss for FY 2012 is sure to be much higher than the $1.13 per share because the YTD Net loss from discontinued operations at the end of 3Q 2012 was already (.18).  Even without additional losses in the fourth quarter from discontinued operations they are looking at a Net loss of $1.31 which would exceed FY 2011 by a whopping $1.04 per share.

I would have thought ENG would be sold or nearly so by now. The length of time with no announcement as such or even other such indicators is worrisome. The auditors are not rendering an opinion for nothing. It would be a moot point in the event of a sale. So in reality with what we know, with no sale in sight; what do you think the ENGlobal’s auditor’s opinion as the company being a “going concern” will be?

Continuation of an entity as a “going concern” is assumed in financial reporting in the absence of significant information to the contrary. Ordinarily, information that significantly contradicts the “going concern” assumption relates to the entity's inability to continue to meet its obligations as they become due without substantial disposition of assets outside the ordinary course of business, restructuring of debt, externally forced revisions of its operations, or similar actions.  By including a “going concern” qualification in their opinion, ENGlobal’s external auditors may be forcing disclosures about continuity that might not be otherwise forthcoming from management.  If you are interested in more information on this subject just “Google” the subject “concerning auditors going concern qualification”.

Additionally, the NASDAQ should be delisting ENGlobal soon by the stock not recovering to over $1 for the required amount of time. Moreover, the Credit Facility is on a multiple extension, expiring April 30 – lending money to a company with consistent losses…doesn’t take a genius to figure the rest out.

If you look at all the recent SEC filings you will see some SC 13G/As and a SC 13G filed. Statement and amended statements of ownership. Given the number of shared amended and owned there exists the possibility of taking the company private. That would mean an end with a low recovery for investors and a smaller company that can still provide some jobs after the cuts. If that possibility happens the comapny still needs to be run competently.

You may see the dialog here change as more information becomes available. ENG has discontinued many operations and sold of several business units. Revenue will decrease and I hope they can balance to something profitable. Good luck to everyone.